"Must stop walking," Willow mumbled, willing her legs to stop moving. She spun in a slow circle instead, her eyes scanning her room for something that could help her. Her computer? Well, she'd already spent two hours online and had gotten nowhere. Her books? She was so sick of books after this last demon that she didn't care if she ever read another one. She caught a glimpse of herself in the mirror as she spun, and was mildly horrified by her own appearance. "I look like the walking dead. Buffy would stake me if she saw me right now…" She sighed and turned around, spying her bed. She bit her lip, trying to decide whether to give sleep another chance.

She finally threw herself onto her bed with a frustrated moan. She checked her clock again. 2:06am. She looked at her telephone and wondered who she could call at this hour. All of her friends would already be asleep, especially after the last threat to Sunnydale. They had spent the last week researching the demon Skinus, and had finally found a spell to send him to another realm earlier this evening. Buffy had beaten him into submission while she and Giles had performed the spell. The demon had vanished in a puff of sulfurous smoke and all had been quiet. But they'd been exhausted. Willow herself hadn't been home in three days, and everyone else hadn't fared much better. Xander had been so tired he could barely walk after the fight with the demon. Oz had driven her home, fighting fatigue every step of the way, and even Buffy's eyes had been bloodshot and red when they'd said goodnight. Her friends needed their rest. Who else could she call at this hour? "Radio stations… Vampires… 911."

She gave a small shriek of frustration and punched her pillow. She wanted to be asleep. She *needed* sleep. So, why couldn't she drift off to dreamland? She determinedly dove under her covers and pulled them up to her neck. She shifted and tossed, trying to get comfortable. With a final long breath, she flicked out the light and closed her eyes.

She waited a full ten minutes before opening her eyes again. She just wasn't going to sleep.

Willow threw off the covers, standing quickly and glaring at her bed as if it were the cause of her problem. She was about to stalk off to her computer when an idea struck her. She spun on her heel and changed course. She might get some sleep tonight after all.

Xander threw his tennis ball at the ceiling, willing it to lull his brain to that floaty place. So far, no luck. He shifted in his bed and hit the play button on the boombox beside his bed. The soft sounds of classical music drifted across the room. "I have layers," he declared proudly, waiting for the soothing strings to carry him away to sleep.

He waited through three songs before muttering a low curse. "Demon gone, sleeping now," he reminded himself, knocking lightly on his own forehead for emphasis. "Only I seem to have caught my 93rd wind of the week. Timing is everything."

He looked at one of his six clocks and sighed. "2:38am. Damn." His eyes burned and his muscles ached, but he was sure that a good sleep could fix whatever was wrong in his world.

"Only no sleepies for Xander," he complained, standing and looking out his window. He stopped, immobile, as he watched Willow walking down the street. "Well now, what is my bestest bud up to at this hour?"

Hurriedly, he pulled on jeans and a shirt, not noticing that he'd put the shirt on inside out. He grabbed his keys and ran down his stairs, intending to catch up with her.

"Willow!"

She jumped as the hiss of her name reached her ears and raised her cross and stake menacingly.

Xander jogged up to her. "You're armed. Good."

She let out the breath she was holding with some relief. "Xander! You scared me!"

He suddenly seemed interested in playing with a pebble with the toe of his shoe. "Didn't mean to," he admitted.

She smiled at him, and lightly batted his arm. "S'okay." She looked back down the street towards his house. "Aren't you supposed to be sleeping?"

"Aren't you?" he countered.

She nodded. "Point taken. Aren't you tired?"

"I'm exhausted. But I just can't fall asleep."

Willow smiled at him in the darkness. "Come with me."

"Are you sure this is a good idea?" Xander asked as they slunk through the blackness surrounding the building.

"Nope. But, I don't have any other ideas."

"Me either," he acknowledged, stepping closer to the door. "So, do we break it down?"

Willow snorted. "Like we *could*. I have an easier way." She reached into her pocket and withdrew a shiny object. "Keys are our friends." Withdrawing one from the keyring, she inserted it into the lock and twisted quietly. The door opened without a sound. "We're in," she breathed.

They prowled in the darkness, taking the items they needed and arranging them as quietly as possible. Their whispers were barely audible in the quiet of the room. Finally everything was set.

"You ready?" Willow asked softly.

"Yup. You?"

"Perfect," she sighed happily. "Night, Xand," she said, touching his hand before the darkness enveloped them both.

Rupert stretched and yawned as he slowly awoke, and reached for his glasses. He felt a great sense of accomplishment after vanquishing the demon the previous evening. This was the first morning in four days where he'd woken up in bed instead of in a chair somewhere in his apartment.

He didn't mind that they'd moved the base of operations to his home after the untimely loss of the library, since most of the books were now in his living room. But some days, he was glad to have his apartment all to himself instead of sharing it with chattering teenagers. This past week had been especially difficult. He stood slowly and tied his robe around his waist, descending his stairs in a sleepy haze. He really needed a cup of tea.

His thoughts drifted to the log he would have to put in his Watcher's Diary. Although unofficial now, he felt the habit was of some use. Skinus was a challenge he didn't hope to repeat. The demon enjoyed playing with Slayers, and had plagued Buffy constantly with threatening notes and calls. The whole gang had practically lived at his house for the past week - researching around the clock. He could almost see Willow hunched over a book, sleeping, and Oz on the couch, dozing, but trying not to, and Xander on the floor, snoring softly.

He stopped abruptly as he reached the bottom stair. A strange sense of déjà vu flowed over him as he shook his head. Willow sat at his table, bent over and using a book as a pillow. She was sleeping soundly.

Xander was a few feet away on the floor, lying on his stomach as he used the most recent Watcher diary as a pillow.

He stepped closer to Willow, gently brushing a few stray hairs from her face as she stirred slightly, and he watched as she snuggled into her book and sighed happily in her sleep.

He spared a second glance at Xander, and noticed the boy was drooling on the diary. He made a face of disgust and tugged it out from under Xander's head. Giles examined the potential damage as Xander made a noise of distress. Giles looked at Xander more closely. Was his shirt inside out? Finally, the dark-haired boy reached up and yanked one of the seat cushions from the sofa at his side, ramming it under his head before settling again.

Giles looked from Willow to Xander and chuckled. Apparently, some of his charges couldn't even sleep in their beds anymore. "They need some time off," he murmured, tiptoeing past them into his kitchen.